8-K/A - SCWO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 8, 2025

374WATER INC.
(Exact name of registrant as specified in its charter)
Delaware	000-27866	88-0271109
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

100 Southcenter Court, Suite 200, Morrisville, North Carolina 27560

(Address of principal executive offices) (Zip Code)

(440) 601-9677

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	SCWO	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On October 14, 2025, 374Water Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, that Peter Mandel stepped down from his role as the Company’s General Counsel, effective as of October 8, 2025. This Amendment No. 1 on Form 8-K/A is being filed to supplement the disclosure contained in Item 5.02 of the Original Form 8-K by providing details relating to new compensatory arrangements between the Company and Mr. Mandel in connection with Mr. Mandel stepping down from his role as General Counsel of the Company that were not available at the time of the filing of the Original Form 8-K. The Original Form 8-K otherwise remains unchanged.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

Separation and Release of Claims Agreement between the Company and Peter Mandel

On October 20, 2025, the Company and Mr. Mandel entered into a Separation and Release of Claims Agreement (the “Separation Agreement”) in connection with Mr. Mandel stepping down from his position as General Counsel of the Company on October 8, 2025 (the “Separation Date”). Pursuant to the Separation Agreement, Mr. Mandel will receive certain severance benefits in connection with his stepping down from the General Counsel role and will have a new consulting arrangement with the Company to continue providing strategic consulting services and transition support to the Company for a specified period, and in consideration of such benefits, Mr. Mandel agrees to release all claims against the Company and certain parties affiliated with the Company arising out of or related to Mr. Mandel’s employment with the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter at any time up to and including October 20, 2025. Mr. Mandel has a period of seven (7) days to revoke the Separation Agreement; in the absence of such revocation, the Separation Agreement shall become effective on October 28, 2025 (the “Release Effective Date”).

Under the Separation Agreement, Mr. Mandel is entitled to the following severance benefits: (i) an amount equal to $150,000, which is equal to six months of Mr. Mandel’s annual Base Salary (as defined in Mr. Mandel’s employment agreement with the Company, dated August 19, 2024, filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 28, 2025 (the “Employment Agreement”)), which will be paid in cash in substantially equal installments over the six month period following the Release Effective Date in accordance with the Company’s ordinary course payroll practices; (ii) a total amount equal to $3,454.08, which will be paid in cash in substantially equal installments over the six month period following the Release Effective Date in accordance with the Company’s ordinary course payroll practices, which represents the Company’s portion of the cumulative monthly Consolidated Omnibus Budget Reconciliation Act charges for continuation of medical, health, and vision insurances for six months; (iii) a pro-rated annual cash bonus for the 2025 fiscal year equal to the Annual Bonus (as defined in the Employment Agreement) that Mr. Mandel would have received based on actual performance for such fiscal year if he had remained in the employ of the Company, prorated based on the number of days Mr. Mandel was an employee of the Company during the applicable performance period and paid based on actual performance achieved under such program at the same time annual bonuses are paid by the Company to other executives of the Company; provided, that to the extent no annual bonus determination is made with respect to active employee participants by March 30, 2026, Mr. Mandel’s pro-rated annual bonus will be $80,000; (iv) the portion of any outstanding unvested equity-based awards subject solely to time-based vesting as of the Separation Date (such awards, the “Unvested Time-Based Awards”) that would have vested had Mr. Mandel remained employed by the Company through the first anniversary of the conclusion of the Consulting Period (as defined below) will vest on the last day of the Consulting Period, subject to (A) Mr. Mandel not revoking the Separation Agreement prior to the Release Effective Date and (B) Mr. Mandel’s continued service to the Company through the Consulting Period, and will be settled (as applicable) in accordance with the award agreements governing their grant; (v) any outstanding unvested equity-based awards subject to performance-based vesting conditions as of the Separation Date will be forfeited as of the Release Effective Date; and (vi) the post-termination exercise period for any vested stock option awards held by Mr. Mandel as of the Separation Date will be extended through the first anniversary of the conclusion of the Consulting Period, subject to (A) Mr. Mandel not revoking the Separation Agreement prior to the Release Effective Date and (B) Mr. Mandel’s continued service to the Company through the Consulting Period.

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Consulting Agreement between the Company and Peter Mandel

In accordance with Section 4 of the Separation Agreement, the Company and Mr. Mandel entered into a Consulting Agreement (the “Consulting Agreement”), which retroactively became effective as of October 9, 2025 (the “Effective Date”), pursuant to which Mr. Mandel will continue to provide strategic consulting services and transition support to the Company. The consulting period (the “Consulting Period”) will run for an initial term of three months from the Effective Date, with the option to renew for one-month terms with the prior written consent of the Company and Mr. Mandel. Mr. Mandel will receive a consulting fee of $25,000 per month as compensation for his consulting services under the Consulting Agreement.

The foregoing descriptions of the Separation Agreement and the Consulting Agreement are not complete and are subject to and qualified in its entirety by reference to the Separation Agreement and the Consulting Agreement, copies of which are filed with this Amendment No. 1 on Form 8-K/A as Exhibit 10.1 and Exhibit 10.2, respectively, the terms of each of which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Separation and Release of Claims Agreement dated as of October 20, 2025 between 374Water Inc. and Peter Mandel.
10.2	Consulting Agreement dated as of October 9, 2025 between 374Water Inc. and Peter Mandel.
104	Cover Page Interactive Data File (formatted as Inline XBRL)
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 24, 2025	374WATER INC.
	By:	/s/ Stephen Jones
	Name:	Stephen Jones
	Title:	Interim President and Chief Executive Officer
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scwo_ex101.htm EXHIBIT 10.1

Separation and Release of Claims Agreement

This Separation and Release of Claims Agreement (this “Agreement”) is entered into by and between 374WATER INC., a Delaware corporation (the “Company”) and PETER MANDEL (the “Executive”) (together, the “Parties”).

WHEREAS, the Parties previously entered into an Employment Agreement dated August 19, 2024 (the “Employment Agreement”) pursuant to which the Company agreed to employ the Executive as the Company’s General Counsel, and the Executive accepted such employment;

WHEREAS, with effect as of October 8, 2025 (the “Separation Date”), the Executive stepped down as the Company’s General Counsel and the Company and the Executive desire to enter into this Agreement to document the terms and conditions of the Executive’s separation from employment, effective as of October 8, 2025; and WHEREAS, effective as of the Separation Date and except as expressly set forth herein with respect to certain restrictive covenants and commitments to the Company, this Agreement will supersede the Employment Agreement in its entirety and the Employment Agreement shall be of no further force or effect.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

Final Compensation. The Company has paid the Executive all earned but unpaid Base Salary (as defined in the Employment Agreement) through the Separation Date, subject to any required withholdings and deductions. Except as otherwise expressly set forth herein, this was the only compensation the Executive shall be entitled to receive following the Separation Date.
Resignations. With effect as of the Separation Date, and in accordance with Section 8(a) of the Employment Agreement, Executive automatically resigned from all Company-related positions, including as a member of the Company’s Board of Directors. Executive will execute any documentation necessary, as determined in the Company’s discretion, to effect such resignations.
Acknowledgment of Cessation of Employment. The Executive acknowledges that his employment with the Company concluded on the Separation Date. The Executive’s entitlement to separation benefits under this Agreement is contingent upon the execution and non-revocation of this Agreement and continued compliance with the terms hereof
Consulting Arrangement. The Executive and the Company desire to enter into a consulting agreement (the “Consulting Agreement”) that will govern Executive’s continued service to the Company, in the form of transition support, from and following the Separation Date for a pre-specified period of time (the “Consulting Period”). Any such Consulting Agreement will be separate from, and in addition to, this Agreement.
Return of Property. The Executive must return all property of the Company, including identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files, physical files, and any other property of the Company in the Executive’s possession, except, in each case, for property of the Company the Executive and the Company jointly expect Executive to use to satisfy duties under the anticipated Consulting Agreement.
Executive Representations. The Executive specifically represents, warrants, and confirms that the Executive:

(a) has not filed any claims, complaints, or actions of any kind against the Company with any court of law, or local, state, or federal government or agency;

(b) has not made any claims or allegations to the Company related to sexual harassment or sexual abuse, and that none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse;

(c) has received all salary, wages, commissions, bonuses, and other compensation which was due and payable to the Executive prior to the date hereof;

(d) has not sustained a work-related injury or occupational disease while in the employ of the Company; and

(e) has not engaged in and is not aware of any conduct that could be unlawful, other than matters brought to the attention of the Company’s officers or directors, relating to the business of the Company.

Accrued Amounts. As of the date of termination of employment, regardless of the reason for such termination, the Company will provide the Executive with the following amounts: (a) the portion of the Base Salary, as applicable, earned through the Separation Date, but not yet paid to the Executive and (b) any vested amount accrued and arising from the Executive’s participation in the Company’s tax-qualified retirement plans, which amounts shall be payable in accordance with the terms and conditions of such plans.
Separation Benefits. As consideration for the Executive’s execution of, non- revocation of, and compliance with the Executive’s waiver and release of claims in Section 9 of this Agreement, the Company agrees to provide the following benefits to the Executive:

(a) the sum of the following payments and benefits:

(i) an amount equal to $150,000, which is equal to six (6) months of the Executive’s annual Base Salary, which will be paid in substantially equal installments over the six (6) month period following the Release Effective Date (as defined below) in accordance with the Company’s ordinary course payroll practices;

(ii) an amount equal to $3,454.08, which represents the applicable monthly COBRA (as defined below) charges for continuation of medical, health, and vision insurances on a post-employment basis for six (6) months, which will be paid in substantially equal installments over the six (6) month period following the Release Effective Date in accordance with the Company’s ordinary course payroll practices;

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(iii) a pro-rated annual bonus for the 2025 fiscal year equal to the Annual Bonus that Executive would have received based on actual performance for such fiscal year if Executive had remained in the employ of the Company, prorated based on the number of days Executive was an employee of the Company during the applicable performance period and paid based on actual performance achieved under such program at the same time annual bonuses are paid by the Company to other executives of the Company; provided, that any performance conditions determined for purposes of this payment will be determined consistently with the previously-approved performance metrics under the Company’s 2025 annual bonus program and Executive’s target payout will be no less than the average target payout earned by other active employee participants under the program, and provided, further, that the Executive shall receive payment of the annual bonus at substantially the same time as other active employee participants, but in any event no later than March 30, 2026; and, finally, provided, that to the extent no annual bonus determination is made with respect to active employee participants by March 30, 2026, the Company and Executive agree and acknowledge that Executive’s pro-rated annual bonus will be $80,000;

(iv) the portion of any outstanding unvested equity-based awards subject solely to time-based vesting as of the Separation Date (such awards, the “Unvested Time-Based Awards”) that would have vested had Executive remained employed by the Company through the first anniversary of the conclusion of the Consulting Period will vest on the last day of the Consulting Period, subject to (A) the Release Effective Date occurring and (B) Executive’s continued service to the Company through the Consulting Period, and will be settled (as applicable) in accordance with the award agreements governing their grant; provided, however, that if the Consulting Agreement is not effective by October 20, 2025 solely the portion of the Unvested Time-Based Awards that would have vested had Executive remained employed by the Company through the first anniversary of the Separation Date will vest on the Release Effective Date; and

(v) any outstanding unvested equity-based awards subject to performance-based vesting conditions as of the Separation Date shall be forfeited as of the Release Effective Date, and cancelled as of the Separation Date; and

(vi) notwithstanding anything to the contrary in the applicable equity plan documents or award agreements, the post-termination exercise period for any vested stock option awards held by Executive as of the Separation Date (including any options that vest pursuant to Section 8(a)(iv) of this Agreement) shall be extended through the first anniversary of the conclusion of the Consulting Period, subject to (A) the Release Effective Date occurring and (B) Executive’s continued service to the Company through the Consulting Period; provided, however, that if the Consulting Agreement is not effective by October 20, 2025 the post-termination exercise period for any vested stock option awards held by Executive as of the Separation Date shall only be extended through the first anniversary of the Separation Date; provided, further, that in no event shall the post-termination exercise period for any stock option exceed the original expiration date of such stock option.

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(b) The Executive’s ability to participate in the medical, health, and vision insurance plans is dependent upon Executive electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) within the time period provided by the Company following the Separation Date and timely making premium payments thereunder.

(c) The Executive and the Company agree that these benefits are being provided to the Executive in satisfaction of, and not in addition to, amounts that the Executive may have had the opportunity to receive pursuant to the Employment Agreement (subject to the conditions thereof). Any payment under this Agreement will be made less all applicable federal, state and local tax withholdings and deductions.

Releases. In exchange for the consideration provided in this Agreement, the Executive and the Executive’s heirs, executors, representatives, administrators, agents, insurers, and assigns (collectively, “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Company, including the Company’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of its and their respective officers, directors, employees, shareholders, trustees, partners, and other affiliates, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all claims, demands, actions, causes of action, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown, that Releasors may have or have ever had against the Released Parties, or any of them, arising out of, or in any way related to the Executive’s hire, benefits, employment, termination, or separation from employment with the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the date of the Executive’s execution of this Agreement (collectively, “Released Claims”), including, but not limited to:

(a) any and all claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Executive Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the National Labor Relations Act (NLRA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (GINA), the Immigration Reform and Control Act (IRCA), the Sarbanes-Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protection Act, the False Claims Act, the Occupational Safety and Health Act, the North Carolina Employment Practices Act, all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner;

(b) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released;

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(c) any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express or implied contract, claims regarding fraud or misrepresentation in the making of any express or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of emotional distress; and

(d) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs and disbursements, punitive damages, liquidated damages, and penalties.

(e) The Executive understands, covenants, and agrees that the Executive and the Releasors irrevocably and unconditionally release and forever discharge the Released Parties from any and all Released Claims related to the Executive’s employment with Company arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seg. (the “ADEA”), including the Older Workers Benefit Protection Act, 29 U.S.C. § 626(f).

(i) The Executive has been given a period of at least twenty-one (21) days in which to consider this Agreement, including Section 9(e) hereof.

(ii) The Executive has a period of seven (7) days after the day the Executive signs this Agreement to revoke this Agreement. To revoke this Agreement, the Executive must deliver written notice of revocation by email to the Legal Department at lega1@374water.com or to the then-serving Chief Human Resources Officer of the Company at such officer’s official company email address (the Company may designate a different email address by written notice to the Executive). A revocation is effective only if the email is received by the Company no later than 11:59 p.m. Eastern Time on the seventh (7th) day after the day the Executive signs this Agreement. For purposes of this Agreement, the “Release Effective Date” means the eighth (8th) calendar day after the date the Executive signs this Agreement, provided the Executive has not timely revoked this Agreement in accordance with this subsection (e)(ii). This Agreement will become effective on the Release Effective Date.

(iii) The Executive understands the terms of this Agreement and acknowledge that the Executive’s release and waiver of claims in this Agreement is knowing and voluntary.

(iv) The Executive’s release and waiver of rights or claims under the ADEA in this Agreement is being made in exchange for consideration in addition to anything of value to which the Executive was already entitled.

Nothing in this Agreement shall limit or restrict the Executive’s right under the ADEA to challenge the validity of the Executive’s ADEA release in a court of law. However, the Executive understands that the waiver and release contained in this Section 9(e) still applies to the Executive’s claims under the ADEA and that the Executive has waived all claims under the ADEA as part of this Agreement. The Executive further understands that in any suit brought under the ADEA, the Executive would not be entitled to any damages or other relief unless the waiver in this Section 9(e) is deemed to be invalid.

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However, notwithstanding anything herein to the contrary, this general release and waiver of claims excludes, and the Executive does not waive, release, or discharge: (A) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission or other similar federal or state administrative agencies, although the Executive waives any right to monetary relief related to any filed charge or administrative complaint; (B) claims that cannot be waived by law, such as claims for any rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan documents and award agreements; (C) any right under this Agreement; (D) any right relating to directors’ and officers’ liability insurance coverage or any right of indemnification or exculpation under the Company’s or its affiliates’ organizational documents, the Indemnification Agreement (as defined in the Employment Agreement), or otherwise; or (E) any right as an equity holder in the Company or its affiliates.

The Executive has read this Agreement in its entirety and understands all of its terms. By this Agreement, the Executive has been advised in writing to consult with an attorney of the Executive’s choosing and has consulted with such counsel as the Executive believed was necessary before signing this Agreement. The Executive knowingly, freely, and voluntarily agrees to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release, and covenants contained in it. The Executive is signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which the Executive is otherwise entitled.

Post-Termination Obligations and Restrictive Covenants.

(a) The Executive acknowledges, affirms, and agrees to comply in all respects with the Executive’s post-termination obligations under the Employment Agreement and the Employee Confidentiality, Invention Assignment and Certain Covenants Agreement referenced in Section 12 therein (the “Confidentiality Agreement”). The Executive’s obligations under the Confidentiality Agreement shall remain in effect following the Separation Date and shall continue for the duration specified therein.

(b) Notwithstanding anything to the contrary in this Agreement, the Indemnification Agreement (as defined in the Employment Agreement) shall remain in full force and effect following the Separation Date in accordance with its terms, and the Company’s indemnification obligations to Executive under the Company’s Certificate of Incorporation and Bylaws shall survive the Separation Date and continue in accordance with their terms. For the avoidance of doubt, nothing in this Agreement shall limit, waive, or otherwise affect Executive’s rights to indemnification, advancement of expenses, or coverage under any directors’ and officers’ liability insurance policy maintained by the Company or its affiliates.

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Permitted Actions. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit the Executive from exercising rights under applicable law (including without limitation the National Labor Relations Act) or from making reports of possible violations of law or regulation to, filing a charge with, or communicating with or responding to inquiries from the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization, or any other federal, state or governmental agency, commission or entity, in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act, Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of applicable law. Any such reporting shall not require notification to or prior approval by the Company. For the avoidance of doubt, this Agreement does not in any way restrict or impede the Executive from providing truthful testimony or responding truthfully to any question, inquiry, or request for information in connection with any investigation, subpoena, or other legal process, or otherwise in accordance with law. The foregoing shall not, however, authorize the disclosure of communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice, or that are protected by the attorney work product doctrine or similar privilege. Additionally, nothing contained in this Agreement is intended to prohibit or restrict the Executive in any way from exercising rights under the Defend Trade Secrets Act of 2016, which provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such a filing is made under seal.
Mutual Non-disparagement.

(a) Subject to Section 11 above, the Executive agrees he will not at any time, directly or indirectly, in any forum or in any manner (including, but not limited to, orally, in writing, or electronically whether for attribution or anonymously) to any third party (including, but not limited to, any former, current or prospective employee, client, investor, vendor, or other counterparty) make, or cause to be made, any statement, or express any observation or opinion disparaging or otherwise portraying in a negative light the business, reputation, character, honesty, integrity, morality, or business acumen or abilities of the Company or any of the Released Parties.

(b) The Company agrees that it shall not make any official pronouncements or press releases, and the Company agrees that it shall instruct its officers and directors to not, directly or indirectly, in any forum or in any manner (including, but not limited to, orally, in writing, or electronically whether for attribution or anonymously) to any third party (including, but not limited to, any former, current or prospective employee, client, investor, vendor, Released Party, or other counterparty) make, or cause to be made, any statement, or express any observation or opinion disparaging or otherwise portraying in a negative light the business, reputation, character, honesty, integrity, morality, or business acumen or abilities of the Executive, except to the extent required by law.

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Remedies.

(a) In the event of a breach by the Executive of any of the provisions of this Agreement (including any provisions that remain in effect under the Employment Agreement or the Confidentiality Agreement), the Executive hereby consents and agrees that the Company shall be entitled to seek and obtain, in addition to other available remedies, a temporary, preliminary, and permanent injunction or other equitable relief against such breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not instead of, legal remedies, monetary damages, or other available relief. If the Executive fails to comply with any of the terms of this Agreement or post-employment obligations, the Company may, in addition to any other remedies it may have, terminate any benefits or payments that are later due under this Agreement, without waiving the releases provided in it.

(b) In the event of a breach by the Company of any of the provisions of this Agreement (including any provisions that remain in effect under the Employment Agreement, Indemnification Agreement, and the Company’s Certificate of Incorporation and Bylaws), the Company hereby consents and agrees that the Executive shall be entitled to seek and obtain, in addition to other available remedies, a temporary, preliminary, and permanent injunction or other equitable relief against such breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not instead of, legal remedies, monetary damages, or other available relief.

Successors and Assigns. For the avoidance of doubt, the Parties agree that in the event of the Executive’s death prior to payment of all compensation and benefits due to the Executive under this Agreement, any remaining compensation and benefits shall be paid to the Executive’s estate.
Governing Law, Jurisdiction, and Venue. This Agreement and all matters arising out of or relating to this Agreement and the Executive’s employment by the Company, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of the State of California without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties relating to or arising out of this Agreement shall be brought and pursued only in any state or federal court in California. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Company and the Executive relating to the Executive’s separation from employment and severance and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, regarding such subject matter.
Modification and Waiver. No provision of this Agreement may be amended or modified by the Parties unless the amendment or modification is agreed to in writing and signed by the Executive and by the Company. No waiver by either of the Parties of any breach by the other party of any condition or provision of this Agreement to be performed by the other of the Parties shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege under this Agreement operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

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Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
Counterparts. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
No Admission of Liability. Nothing in this Agreement shall be construed as an admission by the Company or the Executive of any wrongdoing, liability, or noncompliance with any federal, state, city, or local rule, ordinance, statute, common law, or other legal obligation.
Notices. All notices under this Agreement must be given in writing as described herein.
Attorneys’ Fees and Costs. Each of the Parties shall bear its own attorneys’ fees and costs incurred in connection with the negotiation, drafting, execution, and enforcement of this Agreement, and neither of the Parties shall be entitled to recover such fees or costs from the other.
Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding anything in this Agreement or any other agreement to the contrary, if the Executive is deemed by the Company at the time of the Executive’s separation from service to be a “specified employee” for purposes of Section 409A, any payment of compensation or benefits to which the Executive is entitled under this Agreement or any other arrangement that is considered nonqualified deferred compensation under Section 409A payable as a result of the Executive’s separation from service shall be delayed to the extent required in order to avoid adverse tax consequences under Section 409A until the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s separation from service with the Company or (ii) the date of the Executive’s death. Upon the first business day following the expiration of the applicable period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to the Executive (or the Executive’s estate or beneficiaries), and any remaining payments due to the Executive under this Agreement or any arrangement shall be paid as otherwise provided herein or therein.
Acknowledgment of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT THE EXECUTIVE’S SIGNATURE BELOW IS AN AGREEMENT TO RELEASE THE COMPANY FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW, IN ACCORDANCE WITH THE TERMS HEREIN.

***Signature page to follow ***

9

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date reflected below.

374WATER INC.
By:	/s/ Stephen Jones

| Name: | Stephen Jones |

| Title: | Interim CEO |

| Date: | 10/20/2025 |

Peter Mandel

Signature:	/s/ Peter Mandel	Date:	10/20/2025

scwo_ex102.htm EXHIBIT 10.2

374WATER INC.

CONSULTING AGREEMENT

Effective Date: October 9^th^, 2025

This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between 374Water Inc., a Delaware corporation (“Client”) and the consultant named on the signature page hereto (“Consultant”).

1. Engagement of Services. Client may issue Project Assignments to Consultant in the form attached to this Agreement as Exhibit A (each, a “Project Assignment”). Subject to the terms of this Agreement, Consultant will render the services set forth in Project Assignment(s) accepted by Consultant (the “Services”) by the completion dates set forth therein. Except as otherwise provided in the applicable Project Assignment, Consultant will be free of control and direction from the Client (other than general oversight and control over the results of the Services), and will have exclusive control over the manner and means of perfom1ing the Services, including the choice of place and time. Consultant will provide, at Consultant’s own expense, a place of work and all equipment, tools and other materials necessary to complete the Services; however, to the extent necessary to facilitate performance of the Services, Client may, in its discretion, make certain of its equipment or facilities available to Consultant at Consultant’s request. While on the Client’s premises, Consultant agrees to comply with Client’s then-current access rules and procedures, including those related to safety, security and confidentiality. Consultant agrees and acknowledges that Consultant has no expectation of privacy with respect to Client’s telecommunications, networking or information processing systems (including stored computer files, email messages and voice messages) and that Consultant’s activities, including the sending or receiving of any files or messages, on or using those systems may be monitored, and the contents of such files and messages may be reviewed and disclosed, at any time, without notice.

2. Compensation. Client will pay Consultant the fee set forth in each Project Assignment for Services rendered pursuant to this Agreement as Consultant’s sole compensation for such Services. Consultant will be reimbursed only for expenses that are expressly provided for in a Project Assignment or that have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request. Payment of Consultant’s fees and expenses will be in accordance with the applicable Project Assignment. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in the Project Assignment(s) for work that has been completed. Unless otherwise provided in a Project Assignment, payment to Consultant of undisputed fees will be due 30 days following Client’s receipt of an invoice that contains accurate records of the work performed that are sufficient to substantiate the invoiced fees.

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3. Ownership of Work Product. Consultant hereby irrevocably assigns to Client all right, title and interest worldwide in and to any deliverables specified in a Project Assignment and to any ideas, concepts, processes, discoveries, inventions, developments, formulae, information, materials improvements, designs, artwork, content, software programs, other works of authorship, and any other work product created, conceived or developed by Consultant (whether alone or jointly with others) for Client during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (including all rights to priority and rights to file patent applications and/or registered designs) (collectively, the “Work Product”). Consultant retains no rights to use the Work Product and agrees not to challenge the validity of Client’s ownership of, or intellectual property rights in, the Work Product. Consultant agrees to execute, at Client’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment, including without limitation, any copyright assignment or patent assignment provided by the Client. Consultant hereby irrevocably appoints Client as Consultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s behalf, which appointment is coupled with an interest. At Client’s request, Consultant will promptly record any such patent assignment with the United States Patent and Trademark Office. Client will reimburse Consultant for any reasonable out-of-pocket expenses actually incurred by Consultant in fulfilling its obligations under this section. Consultant will deliver each item of Work Product specified in each Project Assignment and disclose promptly in writing to Client all other Work Product.

4. Other Rights. If Consultant has any rights, including without limitation “artist’s rights” or “moral rights,” in the Work Product that cannot be assigned, Consultant hereby unconditionally and irrevocably grants to Client an exclusive (even as to Consultant), worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Work Product in any medium or format, whether now known or later developed. In the event that Consultant has any rights in the Work Product that cannot be assigned or licensed, Consultant unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or Client’s customers and channel partners.

5. License to Preexisting IP. Consultant agrees not to use or incorporate into Work Product any intellectual property developed by any third party or by Consultant other than in the course of performing services for Client (“Preexisting IP”) unless the Preexisting IP has been specifically identified and described in the applicable Project Assignment. In the event Consultant uses or incorporates Preexisting IP into Work·Product, Consultant hereby grants to Client a non-exclusive, worldwide, fully-paid and royalty-free, irrevocable, perpetual license, with the right to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, digitally transmit, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, such Preexisting IP incorporated or used in Work Product.

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6. Representations and Warranties. Consultant represents and warrants that: (a) the Services will be performed in a professional manner and in accordance with the industry standards and the Work Product will comply with the requirements and specifications set forth in the applicable Project Assignment, (b) the Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 3 (including without limitation the right to assign the ownership of any Work Product created by Consultant’s employees or contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (e) Consultant has an unqualified right to grant to Client the license to Preexisting IP set forth in Section 5, (f) none of the Work Product incorporates any software code licensed under the GNU General Public License, Lesser General Public License, Affero General Public License, “copy left” license or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Client, except as expressly agreed by the Client in writing, and (g) Consultant will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. Consultant further represents and warrants that Consultant is self-employed in an independently established trade, occupation, or business; maintains and operates a business that is separate and independent from Client’s business; holds themself out to the public as independently competent and available to provide applicable services similar to the Services; has obtained and/or expects to obtain clients or customers other than Client for whom Consultant performs services; and will perform work for Client that Consultant understands is outside the usual course of Client’s business. Consultant agrees to indemnify and hold Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by Consultant of this Agreement, including any of the representations and warranties set forth in this Section 6.

7. Independent Contractor Relationship. Consultant’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and any of Consultant’s employees or agents. Consultant is not authorized to make any representation, contract or commitment on behalf of Client. Consultant (if Consultant is an individual) and Consultant’s employees will not be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because Consultant is an independent contractor, Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Consultant. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to Consultant by filing Form 1099-NEC with the Internal Revenue Service as required by law. If, notwithstanding the foregoing, Consultant is reclassified as an employee of Client, or any affiliate of Client, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Consultant agrees that Consultant will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Client.

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8. Confidential Information. During the term of this Agreement and thereafter Consultant (i) will not use or permit the use of Client’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, (ii) will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii) will not disclose such Confidential Information to any third parties except as set forth in this section and in Section 9 below. Consultant will protect Client’s Confidential Information from accidental loss and unauthorized use, access or disclosure in the same manner as Consultant protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this Agreement means all information disclosed by Client to Consultant, whether during or before the term of this Agreement, that is not generally known in the Client’s trade or industry and will include, without limitation: (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Consultant in the course of Client’s business. Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of Consultant, (y) is disclosed to Consultant by a third party without restrictions on disclosure, or (z) was in Consultant’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Consultant either directly or indirectly from Client. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court to other governmental authority; provided, however, that Consultant will first have given notice to Client and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information furnished to Consultant by Client is the sole and exclusive property of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Client the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal or state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

9. Consultant’s Employees, Consultants and Agents. Consultant shall have the right to disclose Confidential Information only to those of its employees, consultants, and agents who have a need to know such information for the purpose of performing Services and who have entered into a binding written agreement that is expressly for the benefit of Client and protects Client’s rights and interests in and to the Confidential Information to at least the same degree as this Agreement. Client reserves the right to refuse or limit Consultant’s use of any employee, consultant or agent or to require Consultant to remove any employee, consultant or agent already engaged in the performance of the Services. Client’s exercise of such right will in no way limit Consultant’s obligations under this Agreement.

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10. Term and Termination.

10.1 Term. The initial term of this Agreement is for three months from the Effective Date set forth above, unless earlier terminated as provided in this Agreement. Thereafter, this Agreement may be renewed for one-month terms with the prior written consent of Client and Consultant.

10.2 Termination Without Cause. Client may terminate this Agreement with or without cause, at any time upon two days’ prior written notice to Consultant. Consultant may terminate this Agreement without cause, at any time when no Project Assignment is in effect upon 15 days’ prior written notice to Client.

10.3 Termination for Cause. Either party may terminate this Agreement immediately in the event the other party has materially breached the Agreement and failed to cure such breach within 10 days after notice by the non-breaching party is given.

10.4 Survival. The rights and obligations contained in Sections 3 (“Ownership of Work Product”), 4 (“Other Rights”), 5 (“License to Preexisting JP”), 6 (“Representations and Warranties”), 8 (“Confidential Information”) and 12 (“Non-solicitation”) will survive any termination or expiration of this Agreement.

11. No Conflicts. Consultant will refrain from any activity, and will not enter into any agreement or make any commitment, that is inconsistent or incompatible with Consultant’s obligations under this Agreement, including Consultant’s ability to perform the Services. Consultant represents and warrants that Consultant is not subject to any contract or duty that would be breached by Consultant’s entering into or performing Consultant’s obligations under this Agreement or that is otherwise inconsistent with this Agreement.

12. Non-solicitation. Consultant agrees that during the Term of this Agreement, and for one year thereafter, Consultant will not either directly or indirectly, solicit or attempt to solicit any person known to Consultant to be an employee of Client to terminate their relationship with Client.

13. Successors and Assigns. Consultant may not subcontract or otherwise delegate or assign this Agreement or any of its obligations under this Agreement without Client’s prior written consent. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be for the benefit of Client’s successors and assigns, and will be binding on Consultant’s assignees.

14. Notices. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email (provided, however, if the sender receives an automatically generated notification that such email was not delivered, such attempted email notice shall be ineffective and deemed to not have been given); or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth below or such other address as either party may specify in writing.

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15. Governing Law. This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of North Carolina, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

16. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

17. Waiver. The waiver by Client of a breach of any provision of this Agreement by Consultant will not operate or be construed as a waiver of any other or subsequent breach by Consultant.

18. Injunctive Relief for Breach. Consultant’s obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to Client for which there will be no adequate remedy at law; and, in the event of such breach, Client will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

19. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by Consultant for Client; provided, however, that in the event of any conflict between the terms of this Agreement and any Project Assignment, the terms of the applicable Project Assignment will control, provided that the Project Assignment specifically calls out the applicable Section number of this Agreement to be superseded and has been signed by an authorized officer of Client. This Agreement may only be changed or amended by mutual agreement of authorized representatives of the parties in writing. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

6.

The parties have executed this Agreement as of the Effective Date.

CLIENT:<br> <br>**<br> <br>374Water Inc.**
By:	/s/ Deborah Cooper

| Name: | Deborah Cooper |

Address:	100 Southcenter Court<br> <br>Suite 200<br> <br>Morrisville, North Carolina 27650

Phone Number:	215-431-6449

CONSULTANT:
Peter Mandel

| Name of Consultant (Please Print) | | /s/ Peter Mandel |

| Email |

Address:	832 Cole St.

Nationality or domicile:

7.

EXHIBIT A

Project Assignment #1 Under Consulting Agreement

Dated: October 9^th^, 2025

Project:

Consultant will render the following services to Client:

·	Support and advise on the reverse stock split process
·	Support and advise on SEC filings and compliance requirements
·	Perform contract review and support for commercial transactions
·	Additional management requests as needed

Schedule Of Work:

As requested by Client, Consultant will coordinate work with the Chief Commercial Officer

Fees And Reimbursement:

Cash Fee: Consultant will be paid $25,000 per month at the end of each calendar month (prorated to 75%, $18,750 for partial month’s work for October), provided, however, that the initial payment for October shall not be due until Consultant has informed Client in writing of the name and banking details of the entity (which may be a professional corporation or other business entity) to which payment should be made. Following Consultant’s notification of the payee entity, the initial payment shall be due in accordance with the payment schedule set forth above. All subsequent monthly payments shall be made to such entity unless Consultant provides Client with written notice of a change in payee.

The parties have executed this Project Assignment as of the date first written above.

CLIENT:<br> <br><br> <br>374WATER INC.
By:	/s/ Deborah Cooper

| Name: | Deborah Cooper |

Title:	Chief Commercial Officer
Peter Mandel